exv4w1






Exhibit 4.1




ASSUMPTION SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2009, among
Clearwire Communications LLC, a Delaware limited liability company (the “Company”), Clearwire
Finance, Inc., a Delaware Corporation (“Finance Co” and together with the Company, the “Assuming
Issuers”), the subsidiaries of the Company party hereto (the “Guaranteeing Subsidiaries”),
Clearwire Escrow Corporation, a Delaware corporation, (the “Escrow Issuer”) and Wilmington Trust
FSB, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the
Indenture referred to below.




W I T N E S S E T H




          WHEREAS, the Escrow Issuer, the Trustee and the Collateral Agent executed and delivered the
indenture dated as of December 9, 2009 (the “Indenture”), providing for the issuance of 12% Senior
Secured Notes due 2015 (the “Notes”);




          WHEREAS, the Sections 1027 and 1109 of the Indenture provide that the Escrow Issuer may
execute and deliver to the Trustee a supplemental indenture pursuant to which the Assuming Issuers
shall unconditionally assume all the Escrow Issuer’s Obligations under the Notes and the Indenture
on the terms and conditions set forth herein;




          WHEREAS Sections 1027 and 1201 of the Indenture provide that under certain circumstances the
Issuer is required to cause the Guaranteeing Subsidiaries to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally
guarantee all the Issuer’s Obligations under the Notes and the Indenture pursuant to a Guarantee on
the terms and conditions set forth herein and in the Indenture; and




          WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Escrow Issuer, the Assuming
Issuers, the Guaranteeing Subsidiaries, the Trustee and the Collateral Agent mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:




          1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. AGREEMENT TO ASSUME OBLIGATIONS. The Assuming Issuers hereby agree to unconditionally
assume the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and subject
to the conditions set forth in the Indenture and to be bound by all other applicable provisions of
the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer
under the Indenture.




          3. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree as follows:





     (a) The Guaranteeing Subsidiaries hereby become parties to the Indenture as Subsidiary
Guarantors and as such will have all of the rights and be subject to all of the obligations
and agreements of Subsidiary Guarantors under the Indenture. The Guaranteeing Subsidiaries
agree to be bound by all of the provisions of the Indenture applicable to Subsidiary
Guarantors and to perform all of the obligations and agreements of Subsidiary Guarantors
under the Indenture.




     (b) The Guaranteeing Subsidiaries agree, on a joint and several basis, to fully,
unconditionally and irrevocably Guarantee to each Holder of the Notes, the Collateral Agent
and the Trustee the Obligations pursuant to Article Twelve of the Indenture on a senior
basis.



 









 





          4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any
liability for any obligations of the Assuming Issuers or any Guaranteeing Subsidiary under the
Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Securities Exchange Commission that
such a waiver is against public policy.




          5. RELEASE OF OBLIGATIONS OF THE ESCROW ISSUER. Upon execution of this Supplemental Indenture
by the Assuming Issuers, the Escrow Issuer, the Guaranteeing Subsidiaries, the Trustee and the
Collateral Agent, the Escrow Issuer is released and discharged from all obligations under the Notes
and the Indenture.




          6. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.




          8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.




          9. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Issuer.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




	 	 	 	 	 
	Dated:   December 21, 2009


	 	 	CLEARWIRE ESCROW CORPORATION

 	 
	 	By:  	/s/ Erik Prusch
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	CLEARWIRE COMMUNICATIONS LLC

 	 
	 	By:  	/s/ Erik Prusch
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	CLEARWIRE FINANCE, INC.

 	 
	 	By:  	/s/ Erik Prusch
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to the Supplemental Indenture]




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:      Clearwire Communications, LLC, as manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CLEAR WIRELESS, LLC and CLEARWIRE SPECTRUM
HOLDINGS III LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:      Clearwire Communications, LLC, as member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CLEAR GLOBAL SERVICES LLC and CLEARWIRE PAC
LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Clear Wireless LLC, as member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer
	 	 






[Signature Page to the Supplemental Indenture]





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	CLEARWIRE US LLC, BILLING LEGACY LLC,	 	 
	 

	 	 	 	CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC,	 	 
	 

	 	 	 	CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC,	 	 
	 

	 	 	 	CLEARWIRE SPECTRUM HOLDINGS II LLC
and CLEARWIRE 	 	 
	 

	 	 	 	SPECTRUM HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clearwire Legacy LLC, as member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	WINBEAM LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clearwire US LLC, as member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	BWC SPECTRUM, LLC and SFT SPECTRUM, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:      Clearwire Spectrum Holdings II LLC, as
manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer
	 	 






[Signature Page to the Supplemental Indenture]




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	CLEAR WIRELESS BROADBAND LLC, AMERICAN
TELECASTING OF MINNESOTA, LLC, AMERICAN
TELECASTING OF NEBRASKA, LLC, AMERICAN
TELECASTING DEVELOPMENT, LLC, AMERICAN
TELECASTING OF ANCHORAGE, LLC, AMERICAN
TELECASTING OF BEND, LLC, AMERICAN TELECASTING
OF BISMARCK, LLC, AMERICAN TELECASTING OF
CINCINNATI, LLC, AMERICAN TELECASTING OF
COLORADO SPRINGS, LLC, FRESNO MMDS ASSOCIATES,
LLC, FMA LICENSEE SUBSIDIARY, LLC, AMERICAN
TELECASTING OF COLUMBUS, LLC, AMERICAN
TELECASTING OF DENVER, LLC, AMERICAN
TELECASTING OF FORT MYERS, LLC, AMERICAN
TELECASTING OF FT. COLLINS, LLC, AMERICAN
TELECASTING OF GREEN BAY, LLC, AMERICAN
TELECASTING OF JACKSON, LLC, AMERICAN
TELECASTING OF LANSING, LLC, AMERICAN
TELECASTING OF LINCOLN, LLC, AMERICAN
TELECASTING OF LITTLE ROCK, LLC, AMERICAN
TELECASTING OF LOUISVILLE, LLC, AMERICAN
TELECASTING OF MEDFORD, LLC, AMERICAN
TELECASTING OF MICHIANA, LLC, AMERICAN
TELECASTING OF MONTEREY, LLC, AMERICAN
TELECASTING OF OKLAHOMA, LLC, AMERICAN
TELECASTING OF PORTLAND, LLC, AMERICAN
TELECASTING OF REDDING, LLC, AMERICAN
TELECASTING OF SALEM/EUGENE, LLC, AMERICAN
TELECASTING OF SANTA BARBARA, LLC, AMERICAN
TELECASTING OF SEATTLE, LLC, AMERICAN
TELECASTING OF SHERIDAN, LLC, AMERICAN
TELECASTING OF TOLEDO, LLC, AMERICAN
TELECASTING OF YOUNGSTOWN, LLC, AMERICAN
TELECASTING OF YUBA CITY, LLC, ATI OF SANTA
ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA GOLD
II, LLC, ALDA TUCSON, LLC, ALDA WIRELESS
HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF
MILWAUKEE, LLC, PCTV OF SALT LAKE CITY, LLC,
PCTV SUB, LLC, PEOPLE’S CHOICE TV OF
ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV OF
HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS,
LLC, PEOPLE’S CHOICE TV OF TUCSON, LLC,
PREFERRED ENTERTAINMENT, LLC, SPEEDCHOICE OF
DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC,
WIRELESS CABLE OF INDIANAPOLIS, LLC, ATL MDS,
LLC, BAY AREA CABLEVISION, LLC, BROADCAST
CABLE, LLC, CHEROKEE	 	 
	 

	 	 	 	 	 	 





[Signature Page to the Supplemental Indenture]




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	WIRELESS OF KNOXVILLE, LLC, G&S TV LLC, LA
MDS, LLC, NY MDS, LLC, SCC X, LLC, SF MDS,
LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION
SUB, LLC, TRANSWORLD TELECOM II, LLC, TTI
ACQUISITION, LLC, TWTV SPOKANE, LLC, VIA/NET,
LLC, WAVEPATH SUB, LLC, WBC NY, LLC, WBS
CALIFORNIA, LLC, WBS IDAHO, LLC, WBS MONTANA,
LLC, WBS OF AMERICA, LLC, WBS OF FT. PIERCE,
LLC, WBS OF MELBOURNE, LLC, WBS OREGON, LLC,
WBS OF SACRAMENTO, LLC, WBS WASHINGTON, LLC,
WBS OF WEST PALM, LLC, WBSB LICENSING, LLC,
WBSCB LICENSING, LLC, WBSE LICENSING, LLC,
WBSFP LICENSING, LLC, WBSH LICENSING, LLC,
WBSK LICENSING, LLC, WBSM LICENSING, LLC, WBSR
LICENSING, LLC, WBSS LICENSING, LLC, WBSWP
LICENSING, LLC, WBSY LICENSING, LLC, WCOF,
LLC, WHI SD, LLC, WHI SUB, LLC, WIRELESS
BROADBAND SERVICES OF AMERICA, LLC, WIRELESS
BROADCASTING SYSTEMS OF KNOXVILLE, LLC and
KENNEWICK LICENSING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clearwire XOHM LLC, as manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer
	 	 






[Signature Page to the Supplemental Indenture]




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	PUERTO RICO BROADBAND LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clear Partner Holdings LLC, as manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Bunce	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Bunce	 	 
	 

	 	 	 	Title: President
	 	 






[Signature Page to the Supplemental Indenture]




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	DETROIT BROADBAND LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clear Partner Holdings LLC, as manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Bunce	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Bunce	 	 
	 

	 	 	 	Title: President
	 	 






[Signature Page to the Supplemental Indenture]




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	CLEAR PARTNER HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:     Clear Wireless LLC, as member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik Prusch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik Prusch	 	 
	 

	 	 	 	Title: Chief Financial Officer
	 	 






[Signature Page to the Supplemental Indenture]




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	WILMINGTON TRUST FSB as Trustee and
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jane Schweiger	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jane Schweiger	 	 
	 

	 	 	 	Title: Vice President
	 	 






[Signature Page to the Supplemental Indenture]